UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 CLARUS CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WARREN B. KANDERS BURTT R. EHRLICH NICHOLAS SOKOLOW (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: WARREN B. KANDERS c/o Kanders and Company, Inc. Two Soundview Drive Greenwich, Connecticut 06830 May 10, 2002 VIA FACSIMILE TO 301-556-0491 Institutional Shareholder Services 2099 Gaither Road Rockville, Maryland 20850 Attn: Messrs. Ram Kumar and Ted Seaton Re: Clarus Corporation/Nominations of Warren B. Kanders, Burtt R. Ehrlich and Nicholas Sokolow ("Kanders Nominees") to Board of Directors Dear Sirs: We are writing to you in connection with the pending proxy contest for the election of three directors to Clarus Corporation's Board of Directors. We believe that the Kanders Nominees are the clear choice to guide Clarus toward profitability and increased stockholder value. In support of this view, set forth below are certain guiding principles that we believe are of utmost importance in this proxy contest, and the respective positions of the Kanders Nominees and management's nominees:
Issues: Kanders Nominees Management's Nominees - ------- ---------------- --------------------- Staggered Board of Directors: Opposed to a staggered Board, and in For a staggered Board consisting of favor of all directors being elected three classes of directors. every year. Board Nominating Committee: Favors a Nominating Committee Did not have a Nominating Committee without any management until this proxy season and a member representation on such committee. of the committee has a consulting arrangement with Clarus. Transactions with Clarus: None. Two directors have consulting and other arrangements with Clarus. Stock Ownership by Directors: Favors Directors owning stock as it All management nominees collectively aligns directors' interests with own less than 0.3%. those of stockholders. Kanders Nominees have an approximately 5.6% interest in Clarus. Management Success: Multifold increases in investments. Have presided over Clarus while: Armor Holdings - initial investment over $1.7 Billion in market at $0.76 per share in January 1996, capitalization has been lost; over current value $25.25 per share on $190 million in losses have been May 9, 2002; Benson Eycare - initial incurred over two years; 50% investment at $0.375 per share in reduction in revenues during 2001 January 1992, increased to $10.25 compared with 2000; $36.8 million in per share in summer 1995 when writeoffs of purchased assets; and investment was sold; Langer, Inc. - repricing of options for employees. initial investment at $1.52 per share in February 2001, current value $8.25 per share on May 9, 2002.
In view of the foregoing, we trust that you will recommend the Kanders Nominees to Clarus' stockholders at the upcoming annual meeting. If there are any questions that you have regarding the above, I will be happy to answer them. Thank you for your consideration. Very truly yours, Warren B. Kanders